FOURTH AMENDMENT
                                          to
                              THIRD AMENDED AND RESTATED
                              REVOLVING CREDIT AGREEMENT



     This FOURTH AMENDMENT (the "Amendment"),  dated as of December 29, 1995, is
by and among FIELDCREST  CANNON,  INC., a Delaware  corporation (the "Company"),
the  lenders  listed on the  signature  pages  hereto (the  "Lenders"),  BANK OF
AMERICA  ILLINOIS  (formerly known as Continental  Bank N.A.),  CORESTATES BANK,
N.A.  (formerly  known as  Philadelphia  National Bank) and FIRST UNION NATIONAL
BANK OF NORTH  CAROLINA,  as lead  managers for the Lenders  (collectively,  the
"Lead  Managers"),  and THE  FIRST  NATIONAL  BANK OF  BOSTON,  as agent for the
Lenders (the "Agent").

     WHEREAS,  the  Company,  the Lenders,  the Lead  Managers and the Agent are
parties to that certain Third Amended and Restated  Revolving Credit  Agreement,
dated as of March 10, 1994, as amended (as so amended,  the "Credit Agreement");
and

     WHEREAS,  the Company,  the Lenders,  the Lead  Managers and the Agent have
agreed,  subject to the terms and conditions set forth herein,  to amend certain
provisions of the Credit Agreement as set forth herein;

     NOW, THEREFORE, the parties hereto hereby agree as follows:

     ss.1.  CERTAIN  DEFINED  TERMS.  Capitalized  terms  which are used  herein
without  definition and which are defined in the Credit Agreement shall have the
same meanings herein as in the Credit Agreement.

     ss.2. AMENDMENT TO CREDIT AGREEMENT.

     (a)  Section 1 of the  Credit  Agreement  is hereby  amended  by adding the
following new definitions in the appropriate places in the alphabetical sequence
thereof:

          Fourth  Amendment.  The Fourth Amendment to Third Amended and Restated
     Revolving Credit Agreement dated as of December 29, 1995.

          Mortgages.  The  several  mortgages  from the  Company and the Secured
     Guarantors  to the Agent with  respect to the fee  interests of the Company
     and the Secured  Guarantors  in the real  property  listed and described on
     Schedule 7.20 attached  hereto,  each  satisfactory  to the Lenders and the
     Agent in all  respects  and as may be  amended  and in effect  from time to
     time.

          Restructuring  Charge.  An amount equal to the one-time charge against
     Consolidated  Net Income of the Company and its  Subsidiaries  for the nine
     months of the Company ending September 30, 1995 incurred as a result of the
     reorganization  of the Company's New York operations,  relocation of sales,
     marketing and design personnel to Kannapolis, North Carolina


<PAGE>


     and the Company's voluntary retirement program, as such amount is reflected
     in  the   consolidated   financial   statements  of  the  Company  and  its
     Subsidiaries  for such fiscal periods;  provided that in no event shall the
     Restructuring Charge include the Yarn Spinning Charge.

          Yarn Spinning  Charge.  The one-time charge against  Consolidated  Net
     Income of the Company and its  Subsidiaries  for the fiscal  quarter of the
     Company ending December 31, 1995 incurred as a result of the  restructuring
     charge related to closure of the yarn spinning  facilities known as Plant 4
     and Plant 7, the sale of a warehouse  in Eden,  North  Carolina and related
     charges,  as  such  amount  is  reflected  in  the  consolidated  financial
     statements of the Company and its Subsidiaries for such fiscal quarter.

     (b) Section 1 of the Credit Agreement is hereby further amended by deleting
the  definitions  of  "Applicable  Margin"  and  "Security  Documents"  in their
entirety, and substituting therefor the following:

          Applicable  Margin.  For each period  commencing on an Adjustment Date
     through the date  immediately  preceding the next  Adjustment  Date (each a
     "Rate Adjustment  Period"),  the Applicable  Margin shall be the applicable
     percentage set forth below with respect to the Company's  Interest Coverage
     Ratio, as determined at the end of the fiscal period of the Company and its
     Subsidiaries  ending  immediately  prior to the applicable  Rate Adjustment
     Period:


   Interest Coverage      Commitment      EuroRate     C/D Rate     Letter of
          Ratio               Fee          Amounts      Amounts      Credit
                                                                      Fees

 Less than or equal to      0.500%         2.250%       2.375%       2.250%
 0.50 to 1.00

 Greater than  0.50 to      0.500%         2.000%       2.125%       2.000%
 1.00 and less than or
 equal to 1.00 to 1.00
 Greater than 1.00  to      0.500%         1.750%       1.875%       1.750%
 1.00 and less than or
 equal to 1.50 to 1.00

 Greater than  1.50 to      0.375%         1.500%       1.625%       1.500%
 1.00

Notwithstanding the foregoing, (a) for the period commencing on January 15, 1996
through the date immediately  preceding the first Adjustment Date to occur after
December  29,  1995,  the  Applicable  Margin  shall be deemed to be the highest
Applicable  Margin set forth above and (b) if the  Company  fails to deliver any
Compliance  Certificate  pursuant  to  ss.7.5(d)  hereof  then,  for the  period
commencing  on the next  Adjustment  Date to occur  subsequent  to such  failure
through  the  date  immediately  preceding  the  Adjustment  Date  which  occurs
immediately  following  the  date  on  which  such  Compliance   Certificate  is
delivered,  the Applicable  Margin shall be deemed to be the highest  Applicable
Margin set forth above.

<PAGE>


          Security  Documents.  The Security  Agreement,  the Crestfield  Cotton
     Guaranty,  the FCC Canada Guaranty, the Subsidiary Guaranty, the Fieldcrest
     Financing  Guaranty,  the  Fieldcrest  Licensing  Guaranty,  the Fieldcrest
     Transportation  Guaranty,  the Fieldcrest Sure Fit Guaranty, the Crestfield
     Cotton Security Agreement,  the Subsidiary  Security  Agreement,  the Encee
     Security  Agreement,  the  Fieldcrest  Financing  Security  Agreement,  the
     Fieldcrest  Licensing  Security  Agreement,  the Fieldcrest  Transportation
     Security  Agreement,  the  Fieldcrest  Sure  Fit  Security  Agreement,  the
     Assignment  of  Acquisition  Documents,   the  Trademark  Assignment,   the
     Fieldcrest  Licensing  Trademark  Assignment,  the Mortgages and the Agency
     Agreements,  and any and  all  instruments  and  documents  required  to be
     delivered  pursuant  thereto,  in each case as originally  executed,  or if
     amended,  restated,  modified or  supplemented,  as so  amended,  restated,
     modified or supplemented.

     (c) Section 1 of the Credit Agreement is hereby further amended by deleting
the word  "and" at the end of clause (a)  thereof  and  substituting  therefor a
comma  and  inserting  before  the  period  at  the  end of  the  definition  of
"Consolidated  Net Income" the  following  text:  ", (c) there shall be added to
Consolidated  Net Income for the fiscal quarters ending March 31, 1995, June 30,
1995 and  September  30, 1995 an amount equal to the  Restructuring  Charge,  as
determined on a pre-tax  basis,  provided,  that in no event shall the aggregate
amount  added to  Consolidated  Net Income  pursuant  to this  clause (c) exceed
$15,536,000  and (d) there  shall be added to  Consolidated  Net  Income for the
fiscal  quarter  ending  December 31, 1995 an amount equal to the Yarn  Spinning
Charge,  as determined on a pre-tax  basis,  provided that in no event shall the
aggregate  amount added to  Consolidated  Net Income pursuant to this clause (d)
exceed  $5,000,000,  all as  determined in accordance  with  Generally  Accepted
Accounting Principles."

     (d) Section 1 of the Credit Agreement is hereby further amended by deleting
from clause (ii) of the  definition of "Net Security  Value of  Inventory",  the
parenthetical  "(unless such security  interests have been released by the Agent
pursuant to ss.5(i) hereof)".

     (e) Section 2.2 of the Credit  Agreement is hereby  amended by deleting the
last sentence of such section in its entirety.

     (f) Section 4.5 of the Credit  Agreement is hereby  amended by deleting the
phrase  "rate  of  .375%  per  annum  on" in the  first  sentence  thereof,  and
substituting  therefor  the  phrase  "Applicable  Margin  with  respect  to  the
Commitment Fee multiplied by".

     (g) Section 5 of the Credit  Agreement is hereby amended by deleting clause
(i) thereof in its entirety.

     (h) Section 6 of the Credit  Agreement is hereby amended by inserting after
ss.6.25 thereof the following new section:

          ss.6.26.  Assets of  Guarantors.  Neither  St.  Mary's nor  Fieldcrest
     International have or own any assets.

<PAGE>


     (i) Section 7 of the Credit  Agreement is hereby amended by inserting after
ss.7.19 thereof the following new sections:


          ss.7.20.  Mortgages.  As soon as  practicable  but in any  event on or
     prior to April 15,  1996,  the  Company  and its  Subsidiaries  shall  have
     granted to the Agent for the benefit of the Lenders a valid and enforceable
     first-priority  mortgage  over the  properties  described on Schedule  7.20
     attached hereto,  free and clear of all defects and encumbrances except for
     liens   permitted  under  ss.8.2  hereof,   or  entered  into   amendments,
     satisfactory  to the  Agent  and  the  Lenders,  to the  mortgages  already
     existing  in favor of the Agent for the  benefit of the  Lenders  and which
     relate to the  properties  described on Schedule 7.20  attached  hereto and
     shall have delivered to the Agent fully executed Mortgages or amendments to
     Mortgages, as the case may be, with respect to each such property, together
     with title  insurance  policies or endorsements to existing title insurance
     policies, if any, surveys,  environmental  reports, real estate appraisals,
     evidences of insurances  with the Agent named as loss payee and  additional
     insured,  legal opinions,  collateral notes, financing statements and other
     documents  and  certificates  with  respect to such  properties  reasonably
     required by the Agent,  and all steps  necessary to perfect such  Mortgages
     shall  have been take to the  reasonable  satisfaction  of the  Agent.  The
     Company will  reimburse the Agent for all of its  reasonable  out-of-pocket
     expenses,  including but not limited to the reasonable  attorneys' fees and
     disbursements   of  the  Lender's  Special  Counsel  and  other  reasonable
     attorneys' fees and disbursements,  incurred or expended in connection with
     the  preparation,  interpretation,  restructuring  or  termination  of  the
     Mortgages or any amendment  thereof and real estate  appraisals and surveys
     of the properties of the Company and its Subsidiaries.

          ss.7.21.   Amendments  to  Security   Agreements,   Etc.  As  soon  as
     practicable but in any event on or prior to March 15, 1996, the Company and
     each of the  Secured  Guarantors  shall  have  executed  and  delivered  an
     amendment  to its  respective  Security  Agreement  granting an  additional
     security  interest in such Person's  unencumbered  equipment located at the
     facilities  listed on Schedule 7.20 attached hereto and all such amendments
     shall be in form and substance  satisfactory  to the Agent and the Lenders.
     In addition,  on or prior to March 15, 1996,  duly  executed  amendments to
     financing  statements  originally filed against the Company and the Secured
     Guarantors  shall  have  been  received  by  the  Agent  and  all  filings,
     recordings,  deliveries  of  instruments  and other  actions  necessary  or
     desirable  in the opinion of the Agent to protect and  preserve the Agent's
     legal,  valid and enforceable  first security interest in and lien upon the
     Collateral  shall have been duly effected and the Agent shall have received
     evidence  thereof in form and substance  satisfactory  to the Agent.  On or
     prior to March 15, 1996,  the Agent also shall have received a complete and
     fully executed updated Perfection  Certificate from the Company and each of
     the Secured  Guarantors and the results of UCC searches with respect to the
     Collateral, indicating no liens other than Permitted Liens and 

<PAGE>


     otherwise in form and substance  satisfactory to the Agent.  Simultaneously
     with the delivery of the amendments to the Security Agreements, each of the
     Lenders  shall have  received  from each of the Secured  Guarantors a copy,
     certified  by a duly  authorized  officer  of such  Person  to be true  and
     complete  on  the  date  hereof,  of  each  of (i)  its  charter  or  other
     incorporation  documents  as in effect on such date of  certification,  and
     (ii) its  by-laws as in effect on such date and each of the  Lenders  shall
     have  received  evidence  satisfactory  to the Lenders  that all  corporate
     action necessary for the valid execution,  delivery and performance by each
     of the Secured Guarantors of such amendments to which it is or is to become
     a party  shall have been duly and  effectively  taken.  Each of the Lenders
     also shall have received  from each of the Secured  Guarantors on or before
     March 15, 1996 an incumbency certificate,  dated as of the date as of which
     the amendment to such  Person's  Security  Agreement is dated,  signed by a
     duly authorized  officer of such Person,  and giving the name and bearing a
     specimen signature of each individual who shall be authorized: (i) to sign,
     in the name and on behalf of such Person, each of the Fourth Amendment, the
     amendment to its Security  Agreement and the other  documents to which such
     Person is or is to  become a party;  and (ii) to give  notices  and to take
     other  action  on its  behalf  under the  Fourth  Amendment,  the  Security
     Agreement and the other documents to which it is a party.

     (j)  Section  8.1 of the Credit  Agreement  is hereby  amended by  deleting
clause (r) thereof in its entirety, and substituting therefor the following:

          (r) so long as no Default or Event of Default  exists or is continuing
     or would exist as a result thereof,  unsecured  Indebtedness of the Company
     not  otherwise  included in this ss.8.1 in an  aggregate  amount not at any
     time to exceed $20,000,000.

     (k)  Section  8.3 of the Credit  Agreement  is hereby  amended by  deleting
clause  (e)  thereof  in its  entirety,  and  substituting  therefor  the phrase
"intentionally omitted;".

     (l)  Section  8.3 of the Credit  Agreement  is hereby  amended by  deleting
clause (h) thereof in its entirety, and substituting therefor the following:

          (h) so long as no Default or Event of Default  exists or is continuing
     or  would  exist  as a  result  thereof,  Investments  of the  Company  not
     otherwise included in this ss.8.3 in an aggregate amount not at any time to
     exceed  $30,000,000,  provided  that any  Investment  by the Company in any
     Subsidiary of the Company  pursuant to this  ss.8.3(h)  shall be limited to
     loans to such Subsidiary  evidenced by a promissory note of such Subsidiary
     and that such promissory note shall be pledged to the Agent for the benefit
     of the  Lenders  and  the  Agent  pursuant  to the  terms  of the  Security
     Documents  to which  the  Company  is a party;  provided  further  that the
     aggregate amount of Investments by the Company in any joint ventures or any
     other  entity in which  the  Company  owns less than 100% of the  

<PAGE>


     ownership interests of such entity shall not at any time exceed 
     $15,000,000.

     (m) Section 8.5 of the Credit  Agreement is hereby  amended by deleting the
text of such section in its entirety, and substituting therefor the following:

          ss.8.5.  Distributions.  The Company shall not make any  Distributions
     except as  provided  in this  ss.8.5.  The Company may declare and pay cash
     dividends in respect of its preferred stock subject to all of the following
     restrictions:

          (a) the aggregate  amount of cash dividends paid in any fiscal year of
     the Company in respect of such  preferred  stock of the  Company  shall not
     exceed $4,500,000;

          (b) no  Default  or  Event  of  Default  shall  have  occurred  and be
     continuing at the time of declaration or payment of any cash dividend,  and
     no Default  or Event of  Default  will  exist  after  giving  effect to the
     payment of any cash dividend; and

          (c) the Company  shall have  delivered  to the Agent no later than one
     Business  Day after the  declaration  of such cash  dividend  (but prior to
     payment  thereof)  a  certificate  signed by an  authorized  officer of the
     Company and evidence  satisfactory to the Agent showing compliance with the
     provisions of clauses (a) and (b) hereof.

     (n) Section 8.9 of the Credit  Agreement is hereby  amended by deleting the
text of such section in its entirety, and substituting therefor the following:

          ss.8.9.  Capital  Expenditures.  The Company and its Subsidiaries will
     not make Consolidated  Capital Expenditures in any fiscal year that exceed,
     (a)  $38,000,000 in the aggregate for the fiscal year of the Company ending
     on December 31, 1996,  and (b)  $55,000,000  in the aggregate in any fiscal
     year of the Company  thereafter;  provided,  however,  that,  if during any
     fiscal year the amount of Consolidated Capital  Expenditures  permitted for
     that fiscal year is not so utilized, such unutilized amount may be utilized
     in any succeeding fiscal year.

     (o) Section 8.10 of the Credit  Agreement is hereby amended by deleting the
table set forth at the end of such  section in its  entirety,  and  substituting
therefor the following table:


              Quarter Ending           Ratio


           December 31, 1995         0.55 to 1.00
           March 31, 1996            0.01 to 1.00

           June 30, 1996             0.01 to 1.00
           September 30, 1996        0.25 to 1.00

           December 31, 1996         1.25 to 1.00

<PAGE>


           The last day of each
           fiscal quarter            1.50 to 1.00
           thereafter



     (p) Section 8.11 of the Credit  Agreement is hereby amended by deleting the
table set forth at the end of such  section in its  entirety,  and  substituting
therefor the following table:

                  Quarter Ending               Ratio


           December 31, 1995               1.40 to 1.00
           March 31, 1996                  0.85 to 1.00

           June 30, 1996                   0.90 to 1.00

           September 30, 1996              1.15 to 1.00
           December 31, 1996 and           2.00 to 1.00
           thereafter

     (q) Section 8.12 of the Credit  Agreement is hereby amended by deleting the
table set forth at the end of such  section in its  entirety,  and  substituting
therefor the following table:



               Period                      Ratio

          10/01/95 through 12/15/95     3.00 to 1.00

          12/16/95 through 02/29/96     3.20 to 1.00

          03/01/96 through 12/15/96     3.50 to 1.00

          12/16/96 through 03/01/97     3.20 to 1.00

          Each month thereafter         3.00 to 1.00


     (r) The Credit Agreement is hereby further amended by deleting Schedule 6.1
thereto in its  entirety,  and  substituting  therefor the Schedule 6.1 attached
hereto.

     (s) The Credit  Agreement is hereby  further  amended by adding  thereto as
Schedule 7.20 the Schedule 7.20 attached hereto.

     ss.3.  AMENDMENT  FEE.  The  Company  agrees to pay to the  Agent,  for the
account of the Lenders in accordance  with their pro rata share to the Loans, on
or prior to the date on which all conditions set forth in 6 hereof are satisfied
(other than the condition  precedent set forth in 6(f) hereof), an amendment fee
(the "Amendment Fee") equal to $243,750.00.



     ss.4. AFFIRMATION BY THE COMPANY AND THE GUARANTORS.

<PAGE>


     (a) The Company hereby ratifies and confirms all of the Lender Obligations,
including,  without  limitation,  the Loans,  and the Company hereby affirms its
absolute and unconditional promise to pay to the Lenders the Loans and all other
amounts due under the Credit  Agreement as amended  hereby.  The Company  hereby
confirms  that the Lender  Obligations  are and remain  secured  pursuant to the
Security Documents to which the Company is a party.

     (b) Each of Crestfield Cotton, FCC Canada, Encee, Fieldcrest International,
St.  Mary's,  Fieldcrest   Transportation,   Fieldcrest  Financing,   Fieldcrest
Licensing and  Fieldcrest  Sure Fit hereby  acknowledges  the provisions of this
Amendment and hereby  reaffirms its absolute and  unconditional  guaranty of the
Company's payment and performance of the Lender Obligations to the Banks as more
fully  described  in the  Guaranty to which such Person is a party.  Each of the
Secured  Guarantors  hereby confirms that its obligations  under the Guaranty to
which it is a party are and remain secured pursuant to the Security Documents to
which it is a party.

     ss.5.  REPRESENTATIONS  AND WARRANTIES.  The Company hereby  represents and
warrants to the Lenders as follows:

     (a)  Representations  and Warranties.  The  representations  and warranties
contained in ss.6 of the Credit  Agreement were true and correct in all material
respects when made. The representations and warranties  contained in ss.6 of the
Credit Agreement, as amended hereby, are true and correct on the date hereof.

     (b)  Enforceability.  The  execution  and  delivery  by the Company and the
Secured  Guarantors of this Amendment and all other  instruments  and agreements
required to be executed and delivered by the Company and the Secured Guarantors,
as the case may be, in connection with the transactions  contemplated  hereby or
referred  to  herein  (collectively,   the  "Amendment   Documents"),   and  the
performance by the Company and the Secured Guarantors of the Amendment Documents
and the Credit Agreement,  as amended hereby, are within the corporate powers of
the Company and the Secured  Guarantors,  as the case may be, and have been duly
authorized by all necessary  corporate action on the part of the Company and the
Secured Guarantors,  as the case may be. Each of the Amendment Documents and the
Credit Agreement,  as amended hereby, are valid and legally binding  obligations
of the Company and the Secured  Guarantors,  as the case may be,  enforceable in
accordance  with  their  terms,  except as limited  by  bankruptcy,  insolvency,
reorganization,  moratorium  or  similar  laws  relating  to  or  affecting  the
enforcement of creditors' rights in general.

     (c) No  Default.  No  Default  or  Event of  Default  has  occurred  and is
continuing and no Default or Event of Default will exist after the execution and
delivery  of this  Amendment  or  after  the  consummation  of the  transactions
contemplated hereby.

     ss.6.  EFFECTIVENESS.  This Amendment shall become effective as of December
29, 1995 upon satisfaction of each of the following  conditions  precedent on or
prior to January 15, 1996:

     (a)  Delivery.  The  Company,  the  Lenders,  the Agent and the  guarantors
referred to in ss.4(b) hereof shall have executed and 

<PAGE>


delivered this Amendment.

     (b) Certified Copies of Corporate Documents. Each of the Lenders shall have
received from the Company a copy,  certified by a duly authorized officer of the
Company to be true and complete on the date  hereof,  of each of (i) its charter
or other incorporation documents as in effect on such date of certification, and
(ii) its by-laws as in effect on such date.

     (c)  Corporate  Action.  All  corporate  action  necessary  for  the  valid
execution, delivery and performance by the Company of the Amendment Documents to
which it is or is to become a party shall have been duly and effectively  taken,
and evidence  thereof  satisfactory  to the Lenders  shall have been provided to
each of the Lenders.

     (d)  Incumbency  Certificate.  Each of the Lenders shall have received from
the Company an incumbency certificate,  dated as of the date hereof, signed by a
duly  authorized  officer of the  Company,  and  giving  the name and  bearing a
specimen  signature of each individual who shall be authorized:  (i) to sign, in
the name and on behalf of the Company,  each of the Amendment Documents to which
such  company is or is to become a party;  and (ii) to give  notices and to take
other action on its behalf under the Amendment Documents to which it is a party.

     (e)  Opinion  of  Counsel.  Each of the  Lenders  and the Agent  shall have
received a favorable legal opinion addressed to the Lenders and the Agent, dated
as of January 15, 1996,  in form and substance  satisfactory  to the Lenders and
the Agent, from M.K. Doss, general counsel to the Company and its Subsidiaries.

     (f)  Amendment  Fee. The Company shall have paid to the Agent the Amendment
Fee.

     (g)  Proceedings  and Documents.  All  proceedings  in connection  with the
transactions  contemplated  by this Amendment and all documents  incident hereto
shall be  satisfactory  in form and substance to the Agent,  and the Agent shall
have received all  information  and such  counterpart  originals or certified or
other copies of such documents as the Agent may reasonably request.

     ss.7. MISCELLANEOUS PROVISIONS.  (a) Except as otherwise expressly provided
by this  Amendment,  all of the terms,  conditions  and provisions of the Credit
Agreement  shall  remain  the same.  It is  declared  and  agreed by each of the
parties hereto that the Credit Agreement,  as amended hereby,  shall continue in
full force and effect,  and that this Amendment and such Credit  Agreement shall
be read and  construed  as one  instrument.  The consent  granted  hereunder  is
limited to the  specific  matters  referred to herein and the Lenders  shall not
have any  obligation  to issue any further  consent  with respect to the subject
matter of this consent or any other matter.

     (b) This  Amendment is intended to take effect as an  agreement  under seal
and shall be construed according to and governed by the laws of the Commonwealth
of Massachusetts.

<PAGE>


     (c) This Amendment may be executed in any number of  counterparts,  but all
such counterparts shall together constitute but one instrument.  In making proof
of this  Amendment it shall not be necessary to produce or account for more than
one  counterpart  signed by each party hereto by and against  which  enforcement
hereof is sought.

     (d) The Company hereby agrees to pay to the Agent,  on demand by the Agent,
all  reasonable  out-of-pocket  costs and expenses  incurred or sustained by the
Agent in connection  with the  preparation  of this  Amendment and the documents
referred to herein (including reasonable legal fees).

<PAGE>




     IN WITNESS  WHEREOF,  the parties have executed this Fourth Amendment as of
the date first above written.

                             FIELDCREST CANNON, INC.


                               By:/s/ T. R. Staab
                                  Title:  Vice President and
                                           Chief Finanical Officer

                             THE FIRST NATIONAL BANK
                               OF BOSTON, as Agent


                             By:/s/ Mitchell B. Feldman
                                Title:  Managing Director


                             THE FIRST NATIONAL BANK
                                    OF BOSTON


                           By:/s/ Mitchell B. Feldman
                              Title:  Managing Director


                            BANK OF AMERICA ILLINOIS,
                               individually and as Lead Manager


                             By:/s/ Deirdre B. Doyle
                                Title:  Vice President


                             CORESTATES BANK, N. A.,
                                individually and as Lead Manager


                            By:/s/ James P. Richards
                              Title: Vice President


                            FIRST UNION NATIONAL BANK
                               OF NORTH CAROLINA,
                                individually and as Lead Manager


                             By:/s/ J. M. Highsmith
                                Title:  Senior Vice President


                             BANK OF MONTREAL


                             By:/s/ Joseph A. Bliss
                                 Title: Director

<PAGE>





                               MELLON BANK, N. A.


                              By:/s/ Charles H Staub
                              Title: Vice President


     Each of the  undersigned  joins in this Fourth  Amendment  for  purposes of
ss.4(b) hereof.

                               CRESTFIELD COTTON COMPANY


                               By:/s/ T. R. Staab
                                  Title:  Vice President and
                                          Treasurer


                               FCC CANADA, INC.


                               By:/s/ T. R. Staab
                                  Title:   Vice President and
                                                   Treasurer


                               ENCEE, INC.


                               By:/s/ T. R. Staab
                                  Title:  Vice President and
                                                  Treasurer

<PAGE>




                               FIELDCREST CANNON
                               INTERNATIONAL, INC.


                               By:/s/ T. R. Staab
                                  Title:  Vice President and
                                          Treasurer


                               ST. MARY'S, INC.


                               By:/s/ T. R. Staab
                                  Title:  Vice President and
                                          Treasurer

                               FIELDCREST CANNON
                               TRANSPORTATION, INC.


                               By:/s/ T. R. Staab
                                  Title: President


                               FIELDCREST CANNON LICENSING, INC.


                               By:/s/ John E. Setliff, Jr.
                                  Title: Vice President


                               FIELDCREST CANNON FINANCING, INC.


                                By:/s/ John E. Setliff, Jr.
                                   Title: Vice President


                                FIELDCREST CANNON SURE FIT, INC.


                                By:/s/ T. R. Staab
                                   Title:  Vice President and
                                           Chief Financial Officer